The Mat-Su Math Co-op Project was a joint effort by the mathematics department of the University of Alaska Anchorage, Matanuska-Susitna campus, and the Matanuska-Sustina Borough School District (Alaska) in the 1990-1991 and 1991-1992 school years. The project was designed to train 40 teachers from the district in improved mathematics instruction techniques, with the intent of returning those teachers to their schools to train and assist other teachers. Seminars and workshops were conducted during the fall and spring semesters, and a 4-day summer session was conducted during the summer. During the first year, K-12 teachers were targeted and, during the second year, K-8 teachers. The project's chief outcomes include providing teachers with strategies, skills, concepts, and content necessary to teach mathematics in a manner that integrates problem solving, manipulatives, computers, and classroom management. The ultimate goals of the project are to improve mathematics comprehension by students; reduce math anxiety on the part of teachers and students; and increase the number of students prepared for high school and college mathematics. Problems encountered during the project included heavy demands on teachers' time, difficulty of discussing math content with teachers from a broad spectrum of math backgrounds, and misunderstandings among some teachers about the intent of the project. Included in the paper are syllabi from courses taken by project participants, an overview of the implementation plan, and a bibliography which contains 17 references. (IAH)